Sec Form 3 Filing - Firestone David @ Global Clean Energy Holdings, Inc. - 2008-04-18

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Firestone David
2. Issuer Name and Ticker or Trading Symbol
Global Clean Energy Holdings, Inc. [ GCEH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
555 S. FLOWER ST., SUITE 4500
3. Date of Earliest Transaction (MM/DD/YY)
04/18/2008
(Street)
LOS ANGELES, CA90071
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 13,682,414 I By Monarch Pointe Fund, Ltd. ( 1 ) ( 2 )
Common Stock 14,192,675 I By Mercator Momentum Fund III, L.P. ( 1 ) ( 3 )
Common Stock 18,989,232 I By Mercator Momentum Fund, L.P. ( 1 ) ( 4 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant to purchase Common Stock $ 0.01 09/08/2007 09/30/2013 Common Stock 13,516,777 I By Mercator Momentun Fund, L.P. ( 1 ) ( 4 )
Warrant to purchase Common Stock $ 0.01 10/18/2007 10/17/2017 Common Stock 5,122,100 I By Mercator Momentum Fund, L.P. ( 1 ) ( 4 )
Warrant to purchase Common Stock $ 0.01 09/08/2007 09/30/2013 Common Stock 9,360,701 I By Mercator Momentum Fund III, L.P. ( 1 ) ( 3 )
Warrant to purchase Common Stock $ 0.01 10/18/2007 10/17/2017 Common Stock 6,050,300 I By Mercator Momentum Fund III, L.P. ( 1 ) ( 3 )
Warrant to purchase Common Stock $ 0.01 09/08/2007 09/30/2013 Common Stock 4,575,495 I By Monarch Pointe Fund, Ltd. ( 1 ) ( 2 )
Warrant to purchase Common Stock $ 0.01 10/18/2007 10/17/2017 Common Stock 5,827,600 I By Monarch Pointe Fund, Ltd. ( 1 ) ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Firestone David
555 S. FLOWER ST., SUITE 4500
LOS ANGELES, CA90071
X
Signatures
/s/ David Firestone 04/28/2008
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reporting Person is the managing member of M.A.G. Capital, LLC, a California limited liability company ("MAG"). MAG is the general partner of each of Mercator Momentum Fund, L.P., a California limited partnership ("MMF"), and Mercator Momentum Fund III, L.P., a California limited partnership ("MMFIII"). MAG controls the investments of Monarch Pointe Fund, Ltd., a corporation organized under the laws of the British Virgin Islands ("MPF").
( 2 )These securities may be deemed to be beneficially owned indirectly by Reporting Person by reason of the direct ownership of such securities by MPF.
( 3 )These securities may be deemed to be beneficially owned indirectly by Reporting Person by reason of the direct ownership of such securities by MMFIII.
( 4 )There securities may be deemed to be beneficially owned indirectly by Reporting Person by reason of the direct ownership of such securities by MMF.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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